The combination of Crestwood and Inergy creates a diverse platform of
midstream assets providing broad-ranging services in the premier shale
plays in North America including the Marcellus Shale, Bakken Shale,
Eagle Ford Shale, Permian Basin, Powder River Basin Niobrara Shale,
Utica Shale, Barnett Shale, Fayetteville Shale, Granite Wash,
Haynesville Shale and Monterey Shale. The complementary services offered
by Crestwood and Inergy create attractive operational and financial
synergies. In addition, enhanced scale and diversification provide
further financial flexibility to position the combined partnership to be
a formidable competitor for major greenfield development and acquisition
opportunities across the midstream value chain. Further, the combination
of a significant portfolio of long-term, fee-based contracts with
high-quality customers, coupled with a sizable backlog of organic
capital opportunities across multiple geographies, provides meaningful
visibility to long-term growth.

Under the terms of the definitive transaction agreements, which have
been approved by the boards of directors and independent committees of
Crestwood and Inergy, the combination will be implemented through a
series of transactions, which will result in Crestwood Holdings
acquiring the general partner, and thus control, of Inergy L.P.
Crestwood’s Chairman, President and Chief Executive Officer, Robert G.
Phillips, will lead Inergy L.P. following completion of the
transactions, and will serve as Chairman, President and Chief Executive
Officer of the combined company. Until all of the transactions have
closed, Crestwood Midstream and Inergy Midstream will continue to
operate as separate, independent companies.

The terms of the agreements are as follows: Crestwood Holdings will
acquire the general partner of Inergy L.P. and will contribute the
general partner and incentive distribution rights of Crestwood Midstream
to Inergy L.P. in exchange for Inergy L.P. common units. Separately,
Crestwood Midstream will be merged with a subsidiary of Inergy
Midstream. In the merger, Crestwood Midstream unitholders will receive
1.070 common units of Inergy Midstream for each unit of Crestwood
Midstream they own, representing a 5% premium to the 20-day volume
weighted average price (“VWAP”) of Crestwood Midstream’s common units.
Additionally, all Crestwood Midstream public unitholders other than
Crestwood Holdings will receive a one-time cash payment at closing of
the merger of approximately $35 million in the aggregate, or $1.03 per
unit, $25 million of which will be payable by Inergy Midstream and
approximately $10 million of which will be payable by Crestwood
Holdings. Inergy Midstream and Inergy L.P. will continue to be listed on
the NYSE under the ticker symbols NRGM and NRGY, respectively.

“We view this transaction as a merger of equals through which we are
creating a larger, more diversified operating platform that will be
highly attractive to investors, customers, creditors and employees,”
said Robert G. Phillips, Chairman, President and CEO of Crestwood.
“Crestwood operates a first-class portfolio of shale-focused midstream
assets, but our operational capabilities and services to our customers
currently end at the tailgate of the processing plant. With this
combination, we will truly begin to experience the power of the value
chain growth strategy by offering our customers a more comprehensive and
competitive suite of services that enables us to capture incremental fee
opportunities that expand margins and maximize returns on investment.”

“This combination with Crestwood represents Inergy’s ongoing and
exciting transformation into a pure-play midstream service provider and
is accretive to Inergy L.P. and Inergy Midstream unitholders on a per
unit basis,” said John J. Sherman, Chairman and Chief Executive Officer
of Inergy. “Both of our companies are focused on capitalizing on the
rapidly developing U.S. shale plays, and we have been evaluating a
number of opportunities to expand our services to gain access to
incremental hydrocarbon supply. Crestwood’s reputation and strong
competitive position in the gathering and processing, or supply side of
the business, greatly complements what we do on the demand side of the
business. We believe bringing the two partnerships together through a
merger of equals creates a powerful combination that will drive
significant value.”

Strategic Highlights

Increased size, scale and diversity: Together, Crestwood and
Inergy have a unique and diverse set of midstream assets and services
with visible long-term growth potential and clear operating and
financial synergies. The pro forma enterprise is expected to generate
approximately $450 million of 2013 estimated EBITDA and to have a
total enterprise value of greater than $7 billion, including both
Inergy L.P. and Inergy Midstream. By building scale, the combined
partnership expects to have increased access to capital and an
improved cost of capital that better positions the partnership to
secure and execute on sizable and accretive organic development and
acquisition opportunities.

Complementary growth strategies: Both companies are focused on
capitalizing on the unprecedented midstream growth opportunity
resulting from the upstream development of North American shale plays.
The combined partnership will have one of the top shale portfolios in
the industry with an established position or an active development
project in every premier shale play in the U.S.

Further expands the value chain linking fundamental supply to
fundamental demand: By combining services and asset positions,
Crestwood and Inergy will be able to leverage each other’s strong
customer relationships on both ends of the value chain. Crestwood
provides extensive relationships and existing contracts with the top
shale producers and Inergy provides extensive relationships with
ultimate end-users including LDCs, refiners, petrochemicals, marketers
and producers.

Greater cash flow stability and visibility: Through its
expanded customer base and service offering, no single customer would
account for more than 20% of the combined partnership’s current
revenues. Furthermore, approximately 84% of the consolidated
partnership’s expected 2013 gross margin is under fixed-fee contracts,
51% of which is under firm, take-or-pay style contracts with no
volumetric or commodity risk.

Enhanced credit profile: The combined partnership is
anticipated to receive a credit rating in line with the current Inergy
corporate family rating. With a strong pro forma balance sheet,
significant contracted cash flows and strong ability to continue
de-leveraging, achieving investment grade status to further drive cost
of capital synergies continues to be a key objective of the
partnership.

Delivers significant revenue and cost synergies: The combined
partnership is positioned to realize significant commercial and
operating synergies given the complementary nature of the business
segments, the intent to further expand across the value chain through
future development opportunities and incremental acquisitions and
consolidation. In addition, Crestwood and Inergy expect to fully
realize financial synergies of approximately $15 to $20 million on an
annual run rate within the next 24 months. Savings are expected to be
realized through the alignment of assets to maximize efficiencies and
overhead consolidation as well as significant cost of capital savings.

Experienced, dedicated employee base, leadership, and sponsorship:
The combination brings together two world-class organizational staffs,
including a combined senior management team with a significant track
record of value creation at some of the industry’s largest
organizations including Enterprise Products Partners, El Paso
Corporation, Kinder Morgan and Williams.

Strong sponsorship with continued alignment of interests to drive
unitholder value: Through its continued ownership of Crestwood
Holdings, First Reserve, who, with management, owns 100% of Crestwood
Holdings and who is Crestwood Midstream’s largest unitholder (owning
approximately 43% of its outstanding limited partner interests),
continues to demonstrate its commitment to the ongoing growth of the
partnership. In addition to First Reserve’s substantial investment
capital, having raised $23 billion since inception, its significant
industry relationships and broad portfolio of energy assets facilitate
new business opportunities. Examples include Crestwood’s current
contracts with Sabine Oil and Gas, Mountaineer Keystone and RKI
Exploration and Inergy’s current contracts with PBF Energy.

Transaction Details

The combination of Inergy and Crestwood will be effected through a
series of transactions. In the first transaction, which is expected to
close in mid-June, Crestwood Holdings will acquire the general partner
of Inergy L.P. for $80 million in cash. Prior to the closing of this
transaction, Inergy L.P. will distribute to its unitholders all of the
56.4 million common units that it owns in Inergy Midstream. The closing
of Crestwood Holdings’ acquisition of the general partner of Inergy L.P.
is conditioned upon Inergy L.P.’s special distribution of its Inergy
Midstream common units to Inergy L.P. unitholders. Upon closing of this
transaction, Crestwood Holdings will own the general partner, and thus
control, of Inergy L.P.

In the second transaction, which is cross-conditioned with the
transaction above and is expected to close simultaneous with the
transaction above, Crestwood Holdings will contribute to Inergy L.P.
100% of its interest in Crestwood Gas Services GP LLC, the general
partner of Crestwood Midstream that also owns 100% of the incentive
distribution rights of Crestwood Midstream, in exchange for 35.1 million
common units and 4.4 million subordinated units of Inergy L.P. Crestwood
Holdings has also entered into an agreement that provides that, subject
to the closing of the second transaction, Crestwood Holdings will have
the option to contribute to Inergy L.P. 7.1 million of the Inergy
Midstream common units it receives in the merger described below (or in
the event the merger agreement is terminated, 6.7 million Crestwood
Midstream Units) in exchange for 14.3 million common units of Inergy
L.P., which if exercised would result in it owning approximately 29% of
the total common units of Inergy L.P. outstanding.

In the final transaction, which is expected to close in the third
calendar quarter of 2013, Crestwood Midstream will be merged into a
subsidiary of Inergy Midstream. In the merger, Crestwood Midstream
unitholders will receive 1.070 units of Inergy Midstream for each unit
of Crestwood Midstream they own, representing a 5% premium to the 20-day
VWAP of Crestwood Midstream’s units. Additionally, all Crestwood
Midstream public unitholders other than Crestwood Holdings will receive
a one-time cash payment at closing of approximately $35 million in the
aggregate, or $1.03 per unit, $25 million of which will be payable by
Inergy Midstream and approximately $10 million of which will be payable
by Crestwood Holdings. The total consideration received by the Crestwood
Midstream public unitholders other than Crestwood Holdings represents a
14% premium relative to Crestwood Midstream’s closing price on Friday,
May 3, 2013. The merger is conditioned on the approval of the holders of
a majority of the limited partner interests of Crestwood Midstream.
Crestwood Holdings has agreed to vote its limited partner interests in
favor of the transaction. The merger is also conditioned on the closing
of the first and second transactions described above, but the first and
second transactions are not conditioned on the closing of the merger.

Upon closing of the merger, and assuming the election by Crestwood
Holdings of its right to contribute Inergy Midstream units to Inergy
L.P., ownership of Inergy Midstream L.P. is expected to be as follows:

Current Crestwood Midstream public unitholders other than Crestwood
Holdings will own approximately 24.4%;

Crestwood Holdings and its affiliates will own approximately 13.7%;

Current Inergy Midstream public unitholders will own approximately
19.4%;

Current Inergy L.P. public unitholders will own approximately 29.9%;

Inergy L.P. will own approximately 4.7%; and

Current management of Inergy will own approximately 7.9%.

Upon closing of the merger, and assuming the election by Crestwood
Holdings of its right to contribute Inergy Midstream units to Inergy
L.P., ownership of Inergy L.P. is expected to be as follows:

Current Inergy L.P. public unitholders will own approximately 56.4%;

Crestwood Holdings and its affiliates will own approximately 29.0%; and

Current management of Inergy will own approximately 14.6%.

Together, Crestwood Holdings, Crestwood management and Inergy management
teams are expected to hold units of the combined company valued in
excess of $1.5 billion, highlighting the management team’s close
alignment of interests with fellow unitholders.

Headquarters and Management

The name of the combined company will be decided as the companies move
closer to finalizing the transaction. Following the close of the
transaction, the combined partnership will be headquartered in Houston,
Texas with executive offices in Kansas City, Missouri and Fort Worth,
Texas.

Robert G. Phillips will act as Chairman, President and Chief Executive
Officer of the combined company. The executive management team, which is
expected to include senior executives from both companies, will be
announced upon completion of the merger. The combined companies' newly
constituted Boards of Directors will include representatives from both
Crestwood and Inergy. Upon closing, Inergy Chairman and CEO, John J.
Sherman and President, R. Brooks Sherman, Jr., will step down from
day-to-day management roles at the new partnership; however, both John
J. Sherman and R. Brooks Sherman have elected to maintain 100% of their
meaningful personal investment in the pro forma partnership.
Additionally, John J. Sherman will continue to serve as a director on
both the board of Inergy L.P. as well as the board of Inergy Midstream.

Advisors

Citigroup Global Markets Inc. acted as exclusive financial advisor to
Crestwood, and Simpson Thacher & Bartlett LLP and Akin Gump Strauss
Hauer & Feld LLP acted as legal counsel to Crestwood. Evercore Partners
served as exclusive financial advisor to the Conflicts Committee of the
Crestwood Midstream Board of Directors, and Morris, Nichols, Arsht &
Tunnell LLP served as legal counsel to the Conflicts Committee of the
Crestwood Midstream Board of Directors. Greenhill & Co. served as lead
financial advisor and Jefferies LLC served as co-financial advisor and
sole technical advisor for Inergy L.P. and Inergy Midstream. Vinson &
Elkins LLP acted as legal counsel to Inergy L.P. and Inergy Midstream.
SunTrust Robinson Humphrey, Inc. acted as financial advisor to a
committee of independent directors of the Inergy L.P. Board of
Directors, and Richards, Layton & Finger, P.A. served as legal counsel
to the committee. Tudor Pickering Holt & Co. served as financial advisor
to a committee of independent directors of the Inergy Midstream Board of
Directors, and Potter Anderson & Corroon LLP served as legal counsel to
the committee.

Conference Call and Webcast

Crestwood and Inergy will host a conference call on Monday, May 6, 2013,
at 8:30 a.m. Eastern Time to discuss the transaction. Prepared remarks
by Crestwood Chairman, President and Chief Executive Officer Robert G.
Phillips and Inergy L.P. Chairman and Chief Executive Officer John J.
Sherman, will be followed by a question and answer session.

Investors and analysts are invited to participate in the call by dialing
(866) 610-1072, or (973) 935-2840 for international calls using
Conference ID: 68638063. Interested parties may also listen over the
Internet on the companies’ investor relations pages at www.crestwoodlp.com
or www.inergylp.com.

A replay of the call will be available on the companies’ websites or by
phone until 11:30 a.m. Eastern Time on May 13, 2013. The number for the
replay is (800) 585-8367, or (404) 537-3406 for international calls
using Conference ID: 68638063.

About Crestwood Midstream Partners LP

Houston, Texas based Crestwood is a growth-oriented, midstream master
limited partnership which owns and operates predominately fee-based
gathering, processing, treating and compression assets servicing natural
gas producers in the Barnett Shale in north Texas, the Marcellus Shale
in northern West Virginia, the Fayetteville Shale in northwest Arkansas,
the Granite Wash in the Texas Panhandle, the Avalon Shale/Bone Spring in
southeastern New Mexico and the Haynesville/Bossier Shale in western
Louisiana. For more information about Crestwood, visit www.crestwoodlp.com.

About Inergy, L.P.

Inergy, L.P., headquartered in Kansas City, Missouri, is a publicly
traded master limited partnership. Inergy's operations include a natural
gas storage business in Texas and an NGL supply logistics,
transportation, and marketing business that serves customers in the
United States and Canada. Through its general partner interest and
majority equity ownership interest in Inergy Midstream, L.P., Inergy is
also engaged in the development and operation of natural gas, NGL and
crude oil storage, transportation, and logistics businesses in the
Northeast region of the United States and in North Dakota. For more
information about Inergy, L.P., visit www.inergylp.com.

About Inergy Midstream, L.P.

Inergy Midstream, L.P., headquartered in Kansas City, Missouri, is a
publicly traded master limited partnership engaged in the development
and operation of natural gas, NGL and crude oil storage, transportation,
and logistics businesses in the Northeast region of the United States
and in North Dakota. For more information about Inergy Midstream, L.P.,
visit www.inergylp.com/midstream.

Additional Information and Where to Find It

This press release contains information about the proposed merger
involving Crestwood and Inergy Midstream. In connection with the
proposed merger, Inergy Midstream will file with the SEC a registration
statement on Form S-4 that will include a proxy statement/prospectus for
the unitholders of Crestwood. Crestwood will mail the final proxy
statement/prospectus to its unitholders. INVESTORS AND UNITHOLDERS ARE
URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT
DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
CRESTWOOD, INERGY MIDSTREAM, THE PROPOSED MERGER AND RELATED MATTERS.
Investors and unitholders will be able to obtain free copies of the
proxy statement/prospectus and other documents filed with the SEC by
Inergy Midstream and Crestwood through the website maintained by the SEC
at www.sec.gov.
In addition, investors and unitholders will be able to obtain free
copies of documents filed by Crestwood with the SEC from Crestwood’s
website, www.crestwoodlp.com,
under the heading “SEC Filings” in the “Investor Relations” tab and free
copies of documents filed by Inergy Midstream with the SEC from Inergy
Midstream’s website, www.inergylp.com,
under the heading “SEC Filings” in the Inergy Midstream, L.P. “Investor
Relations” tab.

Participants in the Solicitation

Crestwood, Inergy Midstream, Inergy, L.P. and their respective general
partner’s directors and executive officers may be deemed to be
participants in the solicitation of proxies from the unitholders of
Crestwood in respect of the proposed merger transaction. Information
regarding the persons who may, under the rules of the SEC, be deemed
participants in the solicitation of the unitholders of Crestwood in
connection with the proposed transaction, including a description of
their direct or indirect interests, by security holdings or otherwise,
will be set forth in the proxy statement/prospectus when it is filed
with the SEC. Information regarding Crestwood’s directors and executive
officers is contained in Crestwood’s Annual Report on Form 10-K for the
year ended December 31, 2012, which is filed with the SEC. Information
regarding Inergy’s directors and executive officers is contained in
Inergy Midstream’s Annual Report on Form 10-K for the year ended
September 30, 2012, which is filed with the SEC. Information regarding
Inergy’s directors and executive officers is contained in Inergy, L.P.’s
Annual Report on Form 10-K for the year ended September 30, 2012, which
is filed with the SEC. Free copies of these documents may be obtained
from the sources described above.

Forward Looking Statements

The statements in this communication regarding future events,
occurrences, circumstances, activities, performance, outcomes and
results are forward-looking statements. Although these statements
reflect the current views, assumptions and expectations of Crestwood’s
and Inergy’s management, the matters addressed herein are subject to
numerous risks and uncertainties which could cause actual activities,
performance, outcomes and results to differ materially from those
indicated. Such forward-looking statements include, but are not limited
to, statements about the future financial and operating results,
objectives, expectations and intentions and other statements that are
not historical facts. Factors that could result in such differences or
otherwise materially affect Crestwood’s or Inergy’s financial condition,
results of operations and cash flows include, without limitation,
failure to satisfy closing conditions with respect to the merger; the
risks that the Crestwood and Inergy businesses will not be integrated
successfully or may take longer than anticipated; the possibility that
expected synergies will not be realized, or will not be realized within
the expected timeframe; fluctuations in oil, natural gas and NGL prices;
the extent and success of drilling efforts, as well as the extent and
quality of natural gas volumes produced within proximity of our assets;
failure or delays by our customers in achieving expected production in
their natural gas projects; competitive conditions in our industry and
their impact on our ability to connect natural gas supplies to our
gathering and processing assets or systems; actions or inactions taken
or non-performance by third parties, including suppliers, contractors,
operators, processors, transporters and customers; our ability to
consummate acquisitions, successfully integrate the acquired businesses,
realize any cost savings and other synergies from any acquisition;
changes in the availability and cost of capital; operating hazards,
natural disasters, weather-related delays, casualty losses and other
matters beyond our control; timely receipt of necessary government
approvals and permits, our ability to control the costs of construction,
including costs of materials, labor and right-of-way and other factors
that may impact our ability to complete projects within budget and on
schedule; the effects of existing and future laws and governmental
regulations, including environmental and climate change requirements;
the effects of existing and future litigation; and risks related to our
substantial indebtedness, as well as other factors disclosed in
Crestwood’s and Inergy’s filings with the U.S. Securities and Exchange
Commission. You should read Crestwood’s and Inergy’s filings with the
U.S. Securities and Exchange Commission, including their Annual Report
on Form 10-K for the year ended December 31, 2012, and September 30,
2012, respectively, and their most recent Quarterly Reports and Current
Reports for a more extensive list of factors that could affect results.
Neither Crestwood nor Inergy assumes any obligation to update these
forward-looking statements.